Board of Trustees Meeting, 20 June 2011

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David Douglas Room, John Hope Gateway, Royal Botanic Garden Edinburgh, 20A Inverleith Row, Edinburgh.

Present: Professor Michael Anderson (Chairman); Andrea Batchelor; Marco Biagi MSP; Mungo Bovey QC;  Lorraine Fannin; Dr Peter Kemp; Jonathan Lake QC; Charles Lovatt; Moira Methven; Dr Richard Parsons; Dr Willis Pickard; Malcolm Scott QC; James Wolffe QC.

In attendance: Duncan Campbell (Director of Corporate Services — for items 1-7); Dr Darryl Mead (Acting Director of Collections and Research); Alexandra Miller (Director of Customer Services); Martyn Wade (National Librarian and Chief Executive); Carolyn McAllister (TUS representative); Janice McFarlane (Minutes); Nicola Catterall (Chief Operating Officer, National Galleries of Scotland — for items 1-7).

Apologies: The Lord President of the Court of Session; The Lord Advocate; The First Minister; The Crown Agent; The Lord Provost of Aberdeen; The Lord Provost of Edinburgh; Malcolm Thomson QC; Professor Graham Caie; Professor David Finkelstein; Cllr Gordan Low; Cllr Kathy Morrice.

The Chairman (MA) opened the meeting by announcing the resignation of two members of the Board, Lady Balfour of Burleigh and Steven Dunn. The Board expressed its appreciation for all the work carried out by these Trustees.

MA announced two changes in ex-officio membership, following the May elections, and welcomed Marco Biagi MSP to his first Board meeting.

A welcome was also extended to Nicolla Catterall (CN) of NGS, attending the meeting in relation to item 7 of the agenda, and to Janice McFarlane (JM) who was now acting as Secretary to the Board.


Minutes of meeting

1. Presentation:
Professor Mary Gibby OBE FRSE, Director of Science, Royal Botanic Gardens Edinburgh (RBGE), welcomed the Board to the Gardens and provided an interesting and informative presentation on the history and work of the RBGE.

The presentation highlighted the international  importance of the RGBE's work, their multi-site locations, the range of research carried out by them, as well as the wealth of information contained in their collections including their archives. In response to questions from the Board she provided very helpful information on RBGE's use of volunteers. Professor Gibby also expressed a hope for future partnership opportunities between RBGE and NLS.

MA thanked Professor Gibby, on behalf of the Board, for the welcome and help provided by RGBE staff in setting up the meeting and for her interesting presentation.


As noted above.

Susan McKenzie (SM), Finance Manager, was unable to attend the meeting.


3. Minutes of meeting of 21 March 2011:
The minutes were approved as a correct record of the meeting.


4. Actions outstanding and matters arising:
It was noted that reports on several outstanding actions, from the meeting of 14 February, had not been included in the paper. These have now been incorporated into the following:

Item 3.4. Completion of purchase of the John Murray Archive:
A report to be prepared for Trustees on the fundraising campaign for JMA
Carried forward to 5 Sept 2011

A new fundraising strategy to be prepared for consideration by the Board’s Development Committee
Update: Draft presented to Committee 9 May 2011. Work still to be completed.

Item 3.5. Corporate Planning and Budgeting 2011-2012:
An update to be provided to Trustees on broad plans for spend of the Purchase Fund in 2011-2012.
Update: In DM’s absence, it was agreed for this to be deferred to the June meeting of the Board.

Item 3.8. Audit Scotland report:
Find a format for reporting on health, safety and security issues to the Board.
Carried forward to 5 September 2011.

Remove 'management' from 'address a specific management issue' in draft model for short-life working groups.
Update: Done

Item 7. 'Connecting Knowledge': Implementing the strategy:

  • Half-day seminar for Trustees and senior staff to be arranged for May 2011
  • SMT to look at this as a first stage and then lead discussions with Trustees.

Consider the use of electronic tools, such as wiki, to continue discussions following the seminar.
Planning of seminar delayed due to appointment of new Secretary to the Board. Appropriate date still to be identified.

Items 8.1 and 8.2. 2011-2012 Corporate Plan and Budget:
Incorporate further comments and amendments made at this meeting into the two documents.
Amended Corporate Plan circulated to Trustees. No further comments received. Comments re the Budget have been taken on board.

Item 9. Gaelic Language Plan:
Amend document to take into account feedback received at this meeting and re-circulate it to the Board.
Update: Amended document re-circulated on 12 May for comment.  Issued for public consultation 30 May-8 July.

Item 10. Policy for breaches of NLS terms and conditions:
Amend document to take into account feedback received at this meeting and re-circulate it to the Board. Amend terms and conditions to say that they have been agreed by the Board.
Update: Done.

Use draft policy as operating guidelines for now.
Update: Implementation deferred until 1 August 2011.

Amend policy incorporating Trustees comments and bring revised document to next meeting of the Board.
Update: Paper BT/11/28 presented at this meeting.

Item 11. Fellowship of the National Library of Scotland:

  • Further thought to be given to the workings of the proposal, including provision of a set of suitable examples for nomination
  • Trustees and staff to be invited to give nominations
  • Nominations to be considered by the Board's Governance Working Party (GWP)
  • There should be a fairly high threshold in the maximum number of Fellows
  • Fellows, particularly former members of staff, should be given a Library email address, should they so wish.

Update: Paper, incorporating suggested amendments, presented to this meeting as BT/11/29.


5. Presentations for future meetings:
MA encouraged Trustees to submit suggestions for presentations which could be incorporated into future meetings of the Trustees.


6. Declaration of interests:
Trustees confirmed that there were no declarations of interest regarding the substantive items on the agenda. MA reminded Trustees that they were still required to declare an interest in any unexpected issues that emerged during actual discussion of agenda items.

Trustees were also informed that the updated register will shortly be available on the Library's website.


7. Shared services proposal:
The Board received a paper from DC seeking Trustees' approval to progress the Shared Services Programme with the National Galleries of Scotland (NGS). The proposal had already been approved by the Senior Management Teams of both NLS and NGS.

The paper also included the draft Terms of Reference for the Shared Services Governance Board and the minutes of the inaugural meeting of that Board.

The Board was informed that NLS and NGS were comfortable working partners; that rapid progress was being made in carrying forward plans relating to shared services; and that the proposal aimed at formalising several existing, informal, practices.

Full discussions then took place, concentrating on the preferred delivery model and the draft remit of the Governance Board. During these discussions the following points were raised:

  • The need for a full risk assessment for the preferred managed service model and for each shared service project as it is developed. DC will provide a risk assessment for the managed service model
  • The role of the Governance Board and its relationship with the Board of Trustees
  • Clarification of the process for resolving disagreements relating to future recommendations
  • The requirement for clear timeframes for each shared service project, including the incorporation of review dates
  • DC provided an explanation of the Ulrich Model in relation to the proposed HR shared service
  • The importance of a clear communication programme to encourage staff support. A meeting with TUS has been scheduled for 21 June, and information on shared services will be included in meetings with staff.

Following these discussions, and taking into account the points raised, the Board approved the Governance Board Terms of Reference.

The Board approved the proposed managed service model, dependent on the provision of a full risk assessment.

The Board approved the shared services programme, subject to clarification regarding timelines.

The Board approved the proposed HR systems integration project, subject to clarification of the financial implications.


DC and Nicola Catterall left the meeting at this point in order to attend a board meeting at the NGS where this issue would also be submitted for approval.

Marco Biagi left the meeting at this point.


8. Loans to exhibitions: Requests for approval
The loan requests were approved. Following an explanation, and assurances from Darryl Mead (DM), Trustees also retrospectively approved one request.


9. Policy for breaches of NLS terms and conditions:
The Board received an updated paper from AM, seeking Trustees' approval of a policy for dealing more consistently and fairly with breaches of the terms and conditions for use of the Library's reading rooms and collections, including online usage.

The updated paper took account of previous comments from Trustees, but, in essence, remained the same, and is based on the British Library's policy in this area. Trustees were reminded of the importance of the policy for the protection of NLS collections and staff. The document is not considered to be a marketing tool.

During the ensuing discussions the following points were agreed:

  • Rewording of description of 'First incident' under 'Misuse of the internet' section to remove '…which has not been authorised for approved teaching or research'
  • Consistent inclusion of 'Criminal prosecution …' text
  • The addition of an Equalities Impact Assessment
  • Minor changes, which may be required to reflect the new management structure, will not require Board approval
  • The policy will be publicised across the library and information sector through library networks, an article in Information Scotland and/or other means as appropriate.

Subject to the amendments the Board approved the policy.


10. Fellowship of the National Library of Scotland:
The Board received a paper from MW recommending the Board’s approval for the introduction of an honorary award entitled the Fellowship of the National Library of Scotland. Trustees had expressed support for this proposal at the Board meeting on 21 March 2011. This paper provided further clarification of issues raised at that earlier meeting.

During the discussions it was noted that the term 'application form' should be corrected to read 'nomination form'.

The Board approved the establishment of the award with effect from 2011, the criteria and procedures for awarding a Fellowship, and the Fellowship benefits outlined in the paper.

The Board also requested the GWP to consider and approve draft guidelines and nomination form.


11. National Librarian and Chief Executive report:
The Board received a report which provided information on recent Library developments not otherwise covered by the agenda of the meeting.

The Board noted the report.


Lorraine Fannin left the meeting at this point.


12. Quarterly Management Accounts:
Due to the absence of the Finance Manager, MW presented the Management Accounts to the Board.

Trustees were informed that, due to a change of date, the accounts would not be presented to the Audit Committee until 27 June 2011.

During the discussions MW indicated that SM would be reviewing the level of detail provided in reports to the Board and the Audit Committee. This review would take in to account the options now available through the new finance system.

The Board identified various areas of the report which required re-wording to provide a clearer, and more accurate, explanation of expenditure. SM will review and make the required changes for presentation to the Audit Committee.

Discussions also highlighted the requirement to ensure that commercially confidential information was dealt with in an appropriate manner in this and future reports.

The Board noted the accounts and acknowledged that they were still to be reviewed by the Audit Committee.


13. FOISA Publication Scheme
The Board received a paper from MW containing a printout of the Library's Publication Scheme. The Library was obliged to update its previous scheme and has chosen to adopt the Scottish Information Commissioner's Model Publication Scheme.

During the ensuing discussions the following points were raised:

  • The necessity of confirming the FOI status of the Agency for Legal Deposit Libraries (ALDL)
  • The section on 'How the Library takes decisions …' should include information on the role of the Board of Trustees
  • The word 'limited' should be added to the text relating to the inter-library lending service
  • The hyperlink to 'Trustees meetings' summaries' should be corrected to reflect the link to the minutes of these meetings.

The Board also received an explanation regarding the regulations governing the inclusion of the salary ranges for pay bands. 

The discussions also highlighted the need to review the issue of version control for amended papers. This will be investigated.

The Board noted the information contained in the scheme and requested the amendments noted above.


14. Purchase Fund Management 2011-2012:
The Board received a paper from DM providing an update on broad plans for spending the Purchase Fund in 2011-2012.

The Board congratulated DM on the work which had been done, which was based on a strategy previously approved by the Board.

During the ensuing discussions the following issues were highlighted:

  • The need for further explanation of issues relating to the creation of a strategic cash reserve and a question as to whether this was the most meaningful title for any planned carry-forward
  • The move from a 'push' to a 'pull' model based on user demand as reflected in data from the Voyager library management system
  • Steps being taken to collect Voyager data on future use of serials
  • Adoption of a 'pull' model would not impact on the policy for collecting Scottish material.

The Board noted the information contained in the paper.


15. Report on Agency for Legal Deposit Libraries (ALDL):
The Board received a paper from MW updating Trustees on the performance of ALDL.

At present there are no identified risks from the proposed changes in management. MW will report back to the Board, at the next meeting, on any technical risks which may arise due to the review which is due in Q3 [third quarter], and further investigate the option of commissioning the British Library to carry out that review.

The Board noted the report.


16. Minutes of the meeting of the Staffing and Remuneration Committee, 3 May 2011:

MA, chair of the committee, spoke to the minutes of this additional meeting, which were approved by the committee at their meeting on the 6 June 2011.

MA informed Trustees that, owing to the recent resignation of two members of the Board, volunteers were required to fill vacancies on this committee and on the Development and Investment Committees.

Trustees were encouraged to contact the Chairman of the Board if they were interested in joining these committees.

The Board noted the minutes.


17. Draft minutes of the Staffing and Remuneration Committee, 6 June 2011:
MA, chair of the committee, spoke to the draft minutes.

The Board noted the draft minutes.


18. Draft minutes of the Development Committee, 9 May 2011:
Following the resignation from the Board of the chair of the Committee, MA spoke to the draft minutes.

The Board was requested to approve the appointment of MA as interim chair of the committee, until such time as a new chair can be appointed.

The Board approved this request.

MA also requested that, due to this interim appointment, a new chair of the Investment Committee should be appointed in his place. Trustees were encouraged to contact the Chairman of the Board if they were interested in taking over this role.

The Board noted the draft minutes.


19. Any other business:
There was no other business.


Date of next meeting:
Monday 5 September 2011.


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